April 2016 Roadshow | Swift Networks Acquisition Stanfield ...€¦ · XTV.ASX 4.58 Builds, deploys and manages interactive online TV networks for enterprises. 15.32x 11.96x TV2.ASX

Stanfield Funds Management

ASX: SFN

Stanfield Funds Management Ltd

ASX : SFN

April 2016 Roadshow | Swift Networks Acquisition

Commenced operations in 2008.

97% contract retention rate.

Over 29,000 room installations and 91% of revenue is recurring on a Content as a Service business model.

Subscriber (room) growth of 35% December 2014 to December 2015.

Annualised recurring revenue growth of 40% (to December 2015).

More than A$5 million invested in the business by the founders. High barriers to entry (see Appendix 1).

Founders to remain major shareholders (2 year escrow).

Strong customer and partner base, including BHP Billiton, National Lifestyle Villages, Foxtel, Telstra, Bechtel and Alcatel-Lucent.

Highlights

2* See ASX Players Comparison Slide

Swift Networks is a Digital Entertainment business providing fully integrated solutions for the Hospitality,

Lifestyle Village, Aged Care and Resource Sectors

Swift seeking to raise $2.7 million to $4.0 million in order to fast track expansion into new verticals throughout Australia and internationally:

2014 / 2015 Revenue of $12.24 million.

EV on listing of $7.8 million.

Proposed transaction priced at less than 0.35 X 2015/16revenue versus 12 X, 41 X and 222 X EV/Revenue for peers*.

Digital Entertainment System Deployment

Swift designs, supplies, configures, installs and commissions the entire

hardware and software infrastructure needed for a full venue entertainment

system.

One off project payment & monthly recurring charge

Content ProvisionSwift TV provide access to TV channels, scheduled movies, Video on Demand,

gaming and telephonyMonthly recurring charge

Maintenance and Support

Swift operates a 24*7*52 support help desk and remote monitoring service.

Monthly recurring charge

The Swift Networks Business

3

Swift Networks is a Digital Entertainment business providing fully integrated solutions for the Hospitality, Lifestyle Village and Aged Care and Resource* sectors.

Entertainment

Television

Pay TV

Wizzie TV

Movies on Demand

Radio

Games

Social Media App

Information

Alerts

Bulletins

Notifications

Custom Content

Videos

Communications

Internet

Wi-Fi

Telephone

Skype

Data

Administration

24 / 7 enterprise helpdesk

Remote diagnostic tools

Infographics and analytics

Maintenance

Service Agreements

* Swift has the largest market share in its original target market

The Swift Networks Business

4

60 Second Video of the Swift Networks Business & Technology:

http://www.swiftnetworks.com.au/Publications

http://www.swiftnetworks.com.au/Publications

Our People

Carl Clump*Non-Executive Chairman

Founder and CEO Retail Decisions, Card Clear, Harpur Group, TEPAR

Multiple Advisory Boards internationally

Remaining as Chairman on completion

Paul DoropoulosExecutive Director

Executive Consultant and CFO of ASX listed companies

ASX Listing, Capital Raising and Due Diligence

Assuming role of CFO on completion

Xavier Kris*Corporate Director

CEO Tri-Nation Holdings, PLUS 8 Group

Global M&A (e-commerce) USA, Asia, Europe, Africa and Australia

Assuming role of CEO on completion

5

ASX : SFN

Bob Sofoulis**CEO & Founder

Experience in the mining, oil and gas industries for 20 years before becoming an entrepreneur in 1995

Background in Instrumentation Engineering and Executive Experience in Radio and Communication

Joins Board on completion as non-executive

Ryan Sofoulis joins as Head of Finance and as an executive director on Completion

Malcolm D’ SilvaSales Director

28 years of management experience, specializing in rapid growth and restructure

Responsible for growth strategy and sales team

Extensive commercial experience in the hotel industry

Jason Powell Operations Director

Comes from a military background with qualifications in electronic communications and management

18 years of Operations & Engineering experience managing small & medium technology teams, delivering on a wide range of complex communication based projects

* * Bob Sofoulis founded and successfully exited the ASTIB Group for approx. $50 million

* Carl Clump and Xavier Kris successfully established and sold the Harpur Group for $220 million followed by Retail Decisions for $640 million

Swift Content Topography

Content via the Cloud

Content via Cloud & Site Servers

Swift Pure Play Solution

Swift Hybrid Solution to Venues with Concurrent Bandwidth Limitations

6

Revenue ModelFULL PACKAGE

DES 3

Data

Paid TV & Movie Content

Support & Maintenance

• Fully integrated IPTV• Lowest price option• Highest range of services• Integrate 3rd party

software

MARGIN 40%

Data



• Wholesale data packages• Existing networks• Smart network designs• Network management

MARGIN 34%

DATA & PAY TV PACKAGE



• Lowest price Pay TV• Option of Foxtel or

Wizzie TV• Full studio content• CaaS• Compliant to all sectors

MARGIN 32%

PAY TV PACKAGE


• Any system• Low price• Local teams• High reliability• Quick rectification

MARGIN 30%

SUPPORT PACKAGE

8

Note:

Margin shown is

approximate

Australian Market Opportunity

Large

Ma

rke

t S

ize

Swift Networks Strength

Resources

Aged Care & Lifestyle Villages

Hospitality

Large

Resources Market Size

110,000 rooms Swift Current Market Share: 26%

Hospitality Market Size

248,000 rooms1

Growth projection: large technology refresh opportunities and emerging new sites growth

Lifestyle & Aged Care Market Size

327,000 Lifestyle Village and Aged Care rooms2

Growth projection: up to 900,000 rooms by 20202

97% Contract Retention Rate 91% Tender Success Rate93% Contract Rollover / Renewal Rate

1. http://www.abs.gov.au/AUSSTATS/[email protected]/DetailsPage/8635.02014-15?OpenDocument

Contract retention, renewal and tender success rates current at 27th March 20159

Up to 900,000

rooms by 2020

2. http://www.aihw.gov.au/aged-care/residential-and-community-2012-13/services-and-places/

http://www.retirementliving.org.au/wp-content/uploads/2015/03/National-overview-of-the-retirement-village-sector-Grant-Thornton.pdf

http://myerfoundation.org.au/wp-content/uploads/2014/09/2020-A-Vision-for-Aged-Care-in-Australia.pdf

In conjunction with United Nations statistics and industry reports

http://myerfoundation.org.au/wp-content/uploads/2014/09/2020-A-Vision-for-Aged-Care-in-Australia.pdf

International Market Opportunity

Partnership opportunity for turn-key network, digital content and patient, doctor,

staff engagement and interaction.

Flagship first hospital test case of 300 to 1,000 rooms prior to national roll-out.

PHILIPPINES HOSPITAL CONSORTIUM – EARLY STAGE NEGOTIATIONS

1,000 +

Hospitals

78,000 + Beds

Asia Pacific reseller and partnership strategies

already underway in addition to potential

accretive acquisition opportunities.

Funding also provides Swift the ability to

follow its international customers into new

geographies.

Objective for the next 12

months:

1 Acquisition and 44,000 rooms

(organic growth)

10

YEAR

2050

YEAR

2000

PEOPLE AGED 80+ YEARS OLD – SOUTHEAST ASIA

33,165,0005,771,000

Source: World Health Organisation

Source: Philippine Health Insurance Corporation

Ever increasing demand

for aged care and lifestyle

village services across the

region.

Disclaimer: Client negotiations

are at early engagement status.

Further engagement and activity

aligned to partnership lead.

11

Undervalued Compared to ASX Players

1. Price to Sales Ratio. Source Bloomberg, Company Filings, Yahoo! Finance. Market data as at 29 March 2016. Financial year 2014-2015. SFN Market Cap based on relisting following minimum subscription raising at $0.15.

2. Based on Swift audited 2014/2015 revenue and SFN market capitalisation on completion.

Attractive investment given low valuation and large market opportunity

Over 29,000 room installations and 91% of revenue is recurring

Subscriber (room) growth of 35% December 2014 to December 2015

PeerTicker and exchange

Market cap

(A$m)1

Company OverviewPrice Multiple

(P/S)1

Revenue Multiple

(EV/Revenue)1

XTV.ASX 4.58Builds, deploys and manages interactive online TV networks for enterprises.

15.32x 11.96x

TV2.ASX 17.70

Develops technologies that enable TV services to be delivered over the internet to various devices in Australia, the US, the UK, Hong Kong, Malaysia and Indonesia.

289.20x 222.44x

ONE.ASX 217.18

Enables patients to exchange messages with their care team, stay connected with friends and family via video communication and access premium entertainment

62.98x 41.12x

SFN.ASX 10.8

Digital entertainment system business providing fully integrated solutions for hospitality, aged car, lifestyle and resource sectors.

0.88x 0.64x

50% of Swift transaction

consideration linked to

performance. Transaction priced

significantly lower than

comparatives due to Swift founders’

desire to leverage the leadership,

business development, merger,

acquisition and transactional

expertise of the Stanfield executive

team.

2

The Competitive Advantage

12

① Widest Range of ServicesThe Swift offering provides the widest range of digital entertainment services across multiple sectors.

② Lowest ‘like for like’ PriceAs the largest PAY TV reseller in the mining, oil and gas sector wholesale rates currently only available to Swift provide a significant competitive cost advantage.

③ Future ProofThe solution integrates many market leading technologies on a single Android platform. Readily adaptable to align to the technologies, as they advance.

④ Market ReputationLargest industry provider in the Mining & Resource sector with continued growth by price, function, service and reliability. Extensive referral sales successes.

⑤ R&D Complete$3.6m spend on research and development to produce best of breed system which is readily transferable to hospitality, lifestyle and aged care.

⑥ Vertical & Horizontal GrowthSolution is compliant with international standards and can reference global customers. Has market appeal, functionality, pricing and compliance to have strong uptake within the Aged Care, Lifestyle Villages and Hospitality sectors.

Example Channels and Studios Available:

13

The Competitive Advantage

Video on Demand Sector

Commercial:

Residential:

Disclaimer

• Product descriptions for services stated in the table above are as published by respective providers on their websites as accessed on 25th June 2015.

• All descriptions are subject to change and may vary at any time without notice.

Swift Networks SNAP iBAHN Bazeport Docomo SAS UXC Triple Play Foxtel

Free to Air Television & Radio

Pay Television - Foxtel and / or Wizzie TV

Scheduled Movies / Video on Demand

Social Media Applications & Catch Up TV

Standard & High Definition Options

Internet

In-Room Wi-Fi

Skype

Telephones

Messaging

Alerts

Push Notifications

Micro Transactions

Digital Compendiums

Global Authentication

24/7 Help Desk

Remote Diagnostics

Reporting

Tools & Guides

Management System

Packages RRP Compared to Swift Networks

+25-30%

Swift volume based discount based on market share in resource sector.

+25-50%

Movielink largest Australian supplier actively promote Swift

Accredited service for national & international usage

+25-50%

Preferred partner with Optus and Telstra

Optus actively promote Swift as preferred IPTV provider

+25-50%

Swift developed proprietary software, no ongoing integration costs

Pay TV (Foxtel or Wizzie)

On Demand Movies

Internet & Wi-Fi

Software Licensing & Support

Market Positioning

14

The Swift Networks B2B solution can consistently deliver a cheaper price than its competitors in the market

Key Partners:

15

The Business Today

Cap Structure Min Subscription Full Subscription

Existing Shares 16,158,387 16,158,387

Total Shares 72,158,387 80,825,054

Market Cap at $0.15 $10.8m $12.1m

Cash $3m $4.3m

Debt Nil Nil

EV1 $7.8m $7.8m

Metrics | FY 2014 2015July 2015

to Dec 2015

Sites(Cumulative Growth)

17 32(88%)

37(118%)

Rooms(Cumulative Growth)

16,000 22,000(38%)

26,000(60%)

Revenue2

(Cumulative Growth)

$11.87m $12.24m(3%)

$7.0m(18%)

Recurring Revenue2

(Cumulative Growth)

$7.64m $10.05m(32%)

$6.3m(66%)

Notes: 1. EV based on min and max subscription and pre transaction costs.

2. July to 2015 to December 2015: Swift Group audited accounts. Cumulative Revenue Growth pro-rata for 12 month period.

3. Cumulative growth from 2014.

See Appendix 4 for more details (including performance shares).

16

The Business Today

Note: 2013 & 2014: Transition to recurring revenue business model from upfront capex model

10,000

15,000

20,000

25,000

30,000

35,000

Swift Room Installations

Jan 2016June 2013 June 2014 June 2015

Increasing margin with more rooms

Costs level off with further room installations

Maximises accretive acquisition opportunities

Valuation uplift potential

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

20.00%

2016 2017 2018

Swift Objective EBITDA Margin

Investment Highlights

17

Technology infrastructure in place

Marquee customers on board

Generating strong recurring revenue

Cash flow positive

Experienced management team

Strong organic growth

Continued market penetration and high customer retention

Early success in new, open and high growth verticals

International growth drivers

EV on listing of $7.8 million and well funded to fast track expansion into new verticals

Xavier KrisCorporate Development

M +61 448 811 [email protected]

Important Notice This document should be read in conjunction with any other available information on Stanfield Funds Management Ltd. This document contains information regarding the proposed offering by Stanfield Funds Management Limited (Company) of shares in the Company (Shares). All information contained in this document (including this notice) (Information) is confidential. By receiving the Information you are deemed to agree that you will hold the Information in strict confidence and keep it secret and not reproduce, disclose or distribute the Information to any third party, or publish the Information for any purpose. The proposed offer of Shares referred to in this document will be made pursuant to a prospectus (Prospectus) which, when completed, will be lodged with ASIC. This document has been prepared at a time when the due diligence process and drafting of the Prospectus has not been finalised and therefore the information presented in this document may differ materially in both content and presentation from that presented in the Prospectus and the Company reserves the right to alter the document accordingly.

The Prospectus for the offer will be made available when the Shares are offered or otherwise become available. The Prospectus is expected to become available in April 2016 on the Company website (www.stanfieldfunds.com.au) and as otherwise distributed and made generally available No action should be taken on the basis of, or in reliance on, this document. A person should consider the Prospectus in its entirety in deciding whether to acquire Shares. Any person who wishes to acquire Shares under the offer in the Prospectus must complete an application form in or accompanying the Prospectus.

This document is a summary only and does not include all information about the Company’s assets and liabilities, financial position and performance, profits and losses, prospects and the rights and liabilities attaching to the Company’s securities. Any securities that may be issued by the company should be considered speculative and there is no guarantee implied or explicit that there will be a return on the capital invested or that any dividend will be paid or that there will be an increase in the price or value of the Company’s shares in the future. Some of the statements or implications in this presentation are forward looking which include but are not limited to, statements or implications about raising capital, issuing shares, listing on the Australian Stock Exchange, operational costs, outcomes of regulatory processes and applications. Although the Company believes that its expectations reflected in forward looking statements or implications are reasonable, such statements and implications involve risk and uncertainties, no assurance can be given that actual results will be consistent with the forward looking statements and implications. The Company does not purport to give financial or investment advice. This presentation contains technical information derived from third party sources and not generated by the Company, as such while the Company considers the information presented and any conclusions drawn correct it is unable to guarantee the veracity of the information or therefore the appropriateness of the conclusions reached. 18

Paul DoropoulosExecutive Director

M +61 419 903 [email protected]

19

Appendix 1: Barriers to Entry

APRA / AMCOS Licence AgreementASTRA: Narrowcast Television Code of PracticeLegislation: Broadcasting Services Act 1992ACMAS: Encryption StandardsDepartment of Racing, Gaming & Liquor: Content Distribution StandardsCopyright Act 1968Closed Internet Protocol Internal Reticulation System Act (CIPIRS)Digital Rights Management standardAustralian Communications and Media Authority (ACMA) (Anti-piracy)

Compliance standards represent a strong barrier to entry:

Large R&D costs and upfront infrastructure costs (Swift Networks $5 million capital investment to date)Studio content and aggregator relationships and volume discountsResidential streaming services have studio release windows well behind what is available in target marketsNarrow cast audiences of hospitality, lifestyle, aged care and mining require specialist local hardware to support concurrent usage

Key barriers to entry:

Market Size110,000 roomsSwift current estimated market share 26%

Current Sector Issues / NeedsHigh demand for latest technologyNeed to reduce costs for FIFO servicesHarsh and remote environmentsSector specific services such as menu information, health, bulletins and safety alerts

Disruptive OpportunitySwift solution – widest range of services Swift solution – purposed for sector Scalable and cost efficient Wi-Fi optionsOpen platform – add-on applications, subscriptions and third party systems

Competitive AdvantageWholesale Content RatesWholesale Data RatesLean Cost Solution Established full function solution

Widest Range of Services Lowest ‘Like for Like’ Price

Adaptable Technology Current Market Position

Customisable to Market Future Market Growth Capability

ESTIMATED RELATIVE STRENGTH

Appendix 2:Competitive Advantage - Resources Sector

20

0 50 100 0 50 100

0 50 100 0 50 100

0 50 100 0 50 100

Market Size327,000 rooms (including Lifestyle Villages)1

Growth projection: up to 900,000 rooms by 2020 (including Lifestyle Villages)1

Current Sector Issues / NeedsOld TechnologyNo market specific providers in IPTV No integrated social or commercial Wi-Fi options No sector specific services such as menu information, bulletins and alerts No integrated brain training applicationsNo remote activity monitoring

Disruptive OpportunitySwift solution – widest range of services Swift solution – purposed for sector Scalable and cost efficient Wi-Fi optionsOpen platform – add-on applications, subscriptions and third party systems





Appendix 2:Competitive Advantage - Aged Care Sector (including hospitals)

Sources:

1. http://www.aihw.gov.au/aged-care/residential-and-community-2012-13/services-and-places/ & http://www.retirementliving.org.au/wp-content/uploads/2015/03/National-overview-of-the-retirement-village-sector-Grant-Thornton.pdf &

http://myerfoundation.org.au/wp-content/uploads/2014/09/2020-A-Vision-for-Aged-Care-in-Australia.pdf21


0 50 100 0 50 100

0 50 100

0 50 100 0 50 100

0 50 100

Market Size327,000 rooms (including Aged Care)Growth projection: up to 900,000 rooms by 2020 (including Aged Care)

Current Sector Issues / NeedsResidential technology adapted only No market specific providers in IPTV No wholesale discounts available to proprietors or users Closed platform – can’t add applications, catch up TV, SVOD (Netflix, Stan, Presto)

Disruptive OpportunitySwift solution – widest range of services Swift solution – purposed for sector Wholesale discounts available to proprietors and users Open platform – add-on applications, subscriptions and third party systems





Appendix 2:Competitive Advantage - Lifestyle Sector

22


0 50 100 0 50 100

0 50 100 0 50 100

0 50 100 0 50 100

Market Size248,000 rooms1

Growth projection: Swift to take advantage of significant prospective client technology refresh requirements and emerging new sites growth

Current Sector Issues / NeedsOutdated technology as standard No Wi-Fi capability to user needsIncreasing content costs Closed platform – can’t add applications, catch up TV, SVOD (Netflix, Stan, Presto)

Disruptive OpportunitySwift solution – widest range of services High speed / low cost Wi-FiLower cost content optionsOpen platform – add-on applications, subscriptions and third party systems



Adaptable Technology Current Market Reputation


Appendix 2:Competitive Advantage - Hospitality Sector

Sources:

1. http://www.abs.gov.au/AUSSTATS/[email protected]/DetailsPage/8635.02014-15?OpenDocument 23


0 50 100

0 50 100

0 50 100

0 50 100

0 50 100

0 50 100

Appendix 3:International Market Opportunity

YEAR

2050

YEAR

2000

PEOPLE AGED 80+ YEARS OLD – SOUTHEAST ASIA

33,165,000

5,771,000

Source: World Health Organisation

“Population ageing is unprecedented, pervasive and enduring”

United Nations World Population Ageing Report 2013

RETIREES PER 100 ADULT WORKERS

PERCENTAGE POPULATION AGED 65+

Sources: United Nations, World Bank, IMF, OECD, IPSS Japan, CNBC, WHO

“Even though the elderly in Asia

traditionally live with their children,

that trend is fast changing with more

elderly people turning to retirement

homes. Urbanization, a shift toward

nuclear families and rising costs of

hiring a caretaker make it difficult for

families to care for the elderly”

Investing in Asia – CNBC.com

24

25

Appendix 4: The Offer Details

As part of the Proposed Transaction, the Company will offer up to 26,666,667 Shares under the Prospectus at an issue price of $0.15 each to raise up to $4,000,000 before costs (Public Offer).

Subject to foreign investor restrictions, the Public Offer will be open to members of the general public.

The minimum level of subscription for the Public Offer will be 18,000,000 Shares to raise at least $2,700,000.

The Public Offer will not be underwritten.

Funds raised under the Public Offer will be used in accordance with the table set out overleaf.

Use of fundsMinimum Subscription Full Subscription

Amount % Amount %

Costs associated with the Proposed Transaction

$399,000 14.8% $480,000 12%

Payment to the Seller Group under the Agreement

$500,000 18.5% $500,000 12.5%

Business development, marketing and international expansion

$1,200,000 44.4% $2,000,000 50%

Product development and support

$400,000 14.8% $600,000 15%

Working capital1 $201,000 7.4% $420,000 10.5%

Total2 $2,700,000 100.00% $4,000,000 100.00%

Notes:

1. Working capital may include wages, payments to contractors, rent and outgoings, insurance,

accounting, audit, legal and listing fees, other items of a general administrative nature and

cash reserves which may be used in connection with any project, investment or acquisition,

as determined by the Board at the relevant time.

2. If the amount raised under the Public Offer is between the Minimum Subscription and the

Full Subscription, the Company intends to allocate the funds between each item on a pro-

rata basis.

3. Full subscription allows for potential growth acceleration and new market entry through

greater business development expenditure.

Cap Structure Min Subscription Full Subscription

Fully Diluted Shares

122,070,274 130,736,941

Mkt Cap $18.3m $19.6m

Cash $3m $4.3m

Enterprise Value $15.3m $15.3m

Fully Diluted – Post Milestone 1 and 2 Performance Share Issue:

53,000 Rooms; or

$29 million revenue

26

Appendix 5: Indicative Timetable

Event Date

Notice of Meeting sent to Shareholders 24 March 2016

Prospectus lodged with ASIC 15 April 2016

Public Offer opens 22 April 2016

Suspension of the Company’s securities from trading on ASX at the opening of trading

General Meeting to approve the Resolutions26 April 2016

Public Offer closes 20 May 2016

Issue of Shares under the Public Offer

Issue of Shares and Performance Shares to the Seller Group

Completion of the Share Purchase Agreement

27 May 2016

Expected date for Shares to be reinstated to trading on ASX 2 June 2016

The Indicative Timetable for the Proposed Transaction is set out below:

Note:

The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws.

27

Appendix 6: Indicative Capital Structure

The Pro forma Capital Structure for the Proposed Transaction is set out below:

Notes:

1. Assumes no additional Shares are issued between the date of this Notice

and completion of the Proposed Transaction, including pursuant to an

exercise of existing Options.

3. See Offer Details slide for further information on the Public Offer.

4. Shares to be issued to the Seller Group under the Agreement as partial

consideration for its shares in the Swift Group.

4. Shares to be issued to Boardroom Capital (and/or its nominees) in

consideration of services provided to the Company in connection with the

Proposed Transaction.

5. Creditor Options are exercisable at $0.20 each and expire on 5 August

2016.

6. noteholder Options are exercisable at $0.25 each and expire on 30 April

2018.

7. New Options are to be issued to brokers and advisers (as determined by

Boardroom Capital) in consideration of services provided to the Company

in connection with the Proposed Transaction. New Options will be

exercisable at $0.15 each and will expire 5 years from issue.

8. Class A Performance Shares are to be issued to the Seller Group under

the Agreement as partial consideration for its shares in the Swift Group.

9. Class B Performance Shares are to be issued to the Seller Group under

the Agreement as partial consideration for its shares in the Swift Group.

Capital Structure Existing

Upon completion

Minimum Subscription

Full Subscription

Existing Shares1 16,158,387 16,158,387 16,158,387

Shares under the Public Offer2 - 18,000,000 26,666,667

Shares to the Seller Group3 - 30,000,000 30,000,000

Shares to Boardroom Capital4 - 8,000,000 8,000,000

Total Shares 16,158,387 72,158,387 80,825,054

Existing Creditor Options5 205,220 205,220 205,220

Existing Noteholder Options6 9,440,000 9,440,000 9,440,000

New Options to Boardroom Capital and other brokers and advisers7

- 6,933,333 6,933,333

Class A Performance Shares8 - 16,666,667 16,666,667

Class B Performance Shares9 - 16,666,667 16,666,667

Fully diluted share capital 25,803,607 122,070,274 130,736,941

28

Appendix 7: The Acquisition

$4,500,000 in SFN Ordinary Shares calculated at the Offer Price; and

$500,000 in cash.

Performance Based Consideration

$2,500,000 in SFN Class A Performance Shares calculated at the Offer Price (44,000 rooms or $24 million revenue);

$2,500,000 in SFN Class B Performance Shares calculated at the Offer Price (53,000 rooms or $29 million revenue);

Further business development – hospitality and lifestyle village and aged care sectors.

The purchase price payable by the Company to the Sellers isinitially $5 million with a further $5 million linked to performance:

The sale and purchase of the Swift Group will occur on a ‘no cash / no debt’ basis

With effect from completion, Robert Sofoulis and Ryan Sofoulis will be appointed as Directors of the Company, and James Pearson and William Ng will step down as Directors.

In addition, if Milestone 1 is satisfied, the Seller Group may nominate 1 additional Director to the Board.

If Milestone 2 is satisfied then either the Seller Group may nominate 1 additional Director to the Board, or 1 existing Director will step

Additional Key Terms:The Purchase Price:

Upfront Consideration

29

Appendix 8: Key Risks

Slowdown and changes in the energy and resources sector

Future profitability

Sales and marketing success

Competition and new technologies

Reliance on service providers, key personnel and the internet

Faults with products and services

Contract and Customer service risk

An investment in the Company is not risk free and prospective new investors along with Shareholders should consider the risk factors described in the Prospectus.

Key Risks Include:

Foreign operations and compliance with law

Hacker attacks and domain name risk

Research and development and management of growth

Unforeseen expenditure

Reinstatement to the official list of ASX

Risks in the course of business such as litigation and insurance

General risks such as the market, potential acquisitions and future capital needs, liquidity

30

Appendix 9: Technical Topography

Generation of large amounts of relevant real-time consumer data and analytics - valuable to broadcasters and advertisers

Source: The OZTAM Australian Multi-Screen Report Q2 2015

Push Notifications

Creative option for push

notification impacts and add

new alerting

Social Media Activity

Site activity by volume, duration

and time zones.

User Patterns

Digital entertainment and data

activity patterns and trends

User Analytics

User demographics by age, sex,

geography, behavioral patterns

Device Usage

Numbers of devices, type, usage

patterns and multiple device use

Interaction Patterns

Inter active usage patterns by

site, timeframe; such as gaming

sites

TV

31

Appendix 10: Analytics

Documents

April 2016 Roadshow | Swift Networks Acquisition Stanfield ...€¦ · XTV.ASX 4.58 Builds, deploys and manages interactive online TV networks for enterprises. 15.32x 11.96x TV2.ASX